Timely Disclosure

Timely Disclosure

Updates and Commentary on Current issues in M&A, Corporate Finance and Capital Markets

Category Archives: Continuous & Timely Disclosure

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CSA: Room for Improvement in Mining Company Investor Presentations

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
NI 43-101 sets out the requirements of the Canadian Securities Administrators (CSA) for disclosure of information about mining projects, including the requirement that the disclosure of scientific and technical information about a material mineral property be approved by a qualified person and, where necessary, supported by a technical report.  Since its adoption in 2001, members… Continue Reading

Theratechnologies’ victory before the Supreme Court of Canada is a victory for all public corporations

Posted in Continuous & Timely Disclosure, Corporate Governance, Securities
The Supreme Court has handed down a judgment that marks a tremendous victory for Theratechnologies and public corporations in general. This important decision is a reminder of the continuous disclosure requirements of corporations and clearly defines the burden to be met by investors seeking authorization to bring a class action under the secondary market liability… Continue Reading

Canadian Securities Administrators Implement Enhanced Oil and Gas Disclosure Requirements

Posted in Continuous & Timely Disclosure
On December 4, 2014, the Canadian Securities Administrators (CSA) published amendments to National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) and Companion Policy 51-101 Standards of Disclosure for Oil and Gas Activities and related forms. The amendments will: permit disclosure from alternative resources evaluation standards and regimes, provided that such… Continue Reading

Feedback sought for the OSC’s Proposed Whistleblower Program

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
On February 3, 2015 the Ontario Securities Commission (OSC) published Staff Consultation Paper 15-401 Proposed Framework for an OSC Whistleblower Program (Paper). The Paper outlines the OSC’s proposal for an award-based whistleblower program (Program). The OSC is welcoming written comments on the Program until May 4, 2015. The purpose of the Program is to encourage… Continue Reading

Registrants’ Disclosure of Outside Business Activities – OSC Late Fee Amnesty

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
Further to amendments to National Instrument 33-109 Registration Information (NI 33-109) on January 11 of this year, the Form 33-109F4 Registration of Individuals and Review of Permitted Individuals (F4) was amended and sets out that registered and permitted individuals (representatives) must disclose other business activities (OBA) relating to all officer, director or equivalent positions held,… Continue Reading

OSC Publishes Report on its Review of REIT Distributions Disclosure

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities
After reviewing the continuous disclosure records of 30 Ontario-based real estate investment trusts (REITs), the Ontario Securities Commission (OSC) staff, in OSC Staff Notice 51-724 Report on Staff’s Review of REIT Distributions Disclosure issued January 26, 2015, has provided additional guidance on its expectations for disclosure by REITs regarding the source of distributions paid to… Continue Reading

TSX Proposes Listing Requirements for Investment Funds

Posted in Continuous & Timely Disclosure, Investment Funds, Securities, Stock Exchanges
On January 15, 2015, the Toronto Stock Exchange (TSX) published for comment proposed amendments to the TSX Company Manual which would introduce listing requirements for non-corporate entities, such as exchange-traded products, closed-end funds and structured products, as those terms are defined in the proposed amendments. The proposed amendments address the following, among other matters: minimum… Continue Reading

A New National Rights Offering Exemption

Posted in Continuous & Timely Disclosure, Investment Funds, Law & Enforcement, Securities, Securities Regulatory Authorities
On November 27, 2014, the Canadian Securities Administrators (CSA) published for comment proposed amendments to various National Instruments which, if adopted, would overhaul how rights offerings under the rights offering prospectus exemption are conducted. The amendments would also have minor revisions to the requirements of rights offerings conducted by way of prospectus.  The CSA indicate… Continue Reading

Canadian Securities Regulators Publish Revised Notice for Enhanced Early Warning System

Posted in Continuous & Timely Disclosure, Corporate Governance, Securities Regulatory Authorities
On March 14, 2013, the Canadian Securities Administrators (CSA) initially published for comment proposed rules relating to the early warning reporting system (2013 Notice).  The 2013 Notice identified the CSA’s concerns regarding the transparency of disclosure of significant holdings of reporting issuers’ securities under the existing early warning reporting system.  In particular, the 2013 Notice… Continue Reading

OSC Publishes Annual Summary Report for Dealers, Advisers and Investment Fund Managers

Posted in Continuous & Timely Disclosure, Investment Funds, Securities Regulatory Authorities
On September 25, 2014, OSC Staff Notice 33-745 Annual Summary Report for Dealers, Advisers and Investment Fund Managers was published (Report).  The Report is an overview of the main initiatives undertaken by the OSC’s Compliance and Registrant Regulation Branch within the last year and those initiatives underway, with a focus on those registrants directly overseen by the… Continue Reading

Canadian Securities Administrators adopt amendments to National Instrument 52-108 Auditor Oversight

Posted in Continuous & Timely Disclosure, Securities, Securities Regulatory Authorities
In October 2013, the Canadian Securities Administrators proposed amendments to the auditor oversight rules with the aim of strengthening public confidence in the integrity of financial reporting by reporting issuers. The final version was announced in a recent notice and substantially mirrors the October 2013 version.  Subject to ministerial approvals, National Instrument 52-108 Auditor Oversight… Continue Reading

CSA Staff Notice 51-341 – Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2014

Posted in Continuous & Timely Disclosure, Securities Regulatory Authorities, Stock Exchanges
On July 17, 2014, the Canadian Securities Administrators (CSA) published the results of their continuous disclosure review program (Program) in CSA Staff Notice 51-341 Continuous Disclosure Review Program Activities for the fiscal year ended March 31, 2014 (Staff Notice).  The purpose of the Program is to monitor the compliance, reliability and accuracy of continuous disclosure… Continue Reading

TSXV Revises Definition of Tier 1 Property

Posted in Continuous & Timely Disclosure, Corporate Finance, Stock Exchanges
On May 6, 2014, the TSX Venture Exchange (TSXV) amended the definition of “Tier 1 Property” contained in Policy 1.1 – Interpretation of the TSXV Corporate Finance Manual (TSXV Manual). The TSXV views its Tier 1 as its premier tier reserved for its most advanced issuers with the most significant financial resources.  As such, the… Continue Reading

OSC Staff Released Guidance for Investment Fund Managers on Sales Practices, Expense Allocation and Other Matters

Posted in Continuous & Timely Disclosure, Investment Funds, Securities Registration & Registrants, Securities Regulatory Authorities
On June 19, 2014, the Ontario Securities Commission (OSC) released Staff Notice 33-743 – Guidance on Sales Practices and Expense Allocation for Investment Fund Managers which resulted from the targeted review of large investment fund managers (IFMs) conducted by Staff of the Compliance and Registrant Regulation Branch of the OSC.  The Notice provides a summary… Continue Reading

New Venture Issuer Disclosure

Posted in Continuous & Timely Disclosure, Corporate Governance, Directors & Officers, Securities Regulatory Authorities
On May 22, 2014 the Canadian Securities Administrators (CSA) published, for a 90 day comment period, proposed amendments to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), National Instrument 41-101 General Prospectus Requirements (NI 41-101) and National Instrument 52-110 Audit Committees (NI 52-110) (collectively, the Proposed Amendments). In July 2011 and September 2012, the CSA… Continue Reading

OSC Staff Release Recommendations Regarding Disclosure of Investment Funds Fees and Expenses

Posted in Continuous & Timely Disclosure, Investment Funds, Securities Regulatory Authorities
On May 8, 2014, the Staff of the Investment Funds Branch of the Ontario Securities Commission (Staff) released a notice setting out recommendations based on their observations from a targeted continuous disclosure review of the fees and expenses disclosure practices of investment funds. Staff conducted a targeted, continuous disclosure review of the fees and expenses… Continue Reading

Facilitating the Listing Process for Non-Resource Issuers – TSXV Clarifies the “History of Operations or Validation of Business” Requirement

Posted in Continuous & Timely Disclosure, Corporate Governance, Securities Registration & Registrants
Overview On January 29, 2014 the TSX Venture Exchange (TSXV) published a bulletin providing some guidance to facilitate the listing process for issuers intending to list on the TSXV in the “Industrial, Technology and Life Science” category (Non-Resource Issuers).  The TSXV’s guidance is focused on two areas: clarifying the “history of operations/validation of business” initial… Continue Reading

Commentary on TSX Staff Notice Regarding “Economically Interesting Grades” and “Infrastructure”

Posted in Continuous & Timely Disclosure
On November 7, 2013, the TSX issued staff notice 2013-0003 providing guidance with respect to the meaning of the “economically interesting grades” requirement for Advanced Properties.  While this is helpful, a question which remains, as per our December 13, 2012 bulletin,  Lack of Infrastructure Impacts TSX Mining Listing Policy,  is whether the availability of infrastructure… Continue Reading

Speaking with the Enemy: How the OSC’s Dialogue with Martin Lipton Threatens Those Whom the OSC is Charged with Protecting

Posted in Contested Situations, Continuous & Timely Disclosure, Corporate Governance, Directors & Officers, Securities Regulatory Authorities
Renowned New York corporate lawyer Martin Lipton was in Toronto on October 8 preaching the evils of shareholder activism to anyone listening at the OSC Dialogue, an annual event hosted by the Ontario Securities Commission at which market participants are brought together on issues and trends facing the capital markets. Mr. Lipton’s message is stark… Continue Reading

New survey defines role for social media in M&A

Posted in Continuous & Timely Disclosure, Corporate Governance, Mergers & Acquisitions
Fasken Martineau released today the results of a survey of senior M&A executives primarily based in the United States that lead to some compelling observations about the growing use of social media platforms such as LinkedIn and Facebook. Key Findings Entrepreneurs looking for an exit should not ignore the quality of their social profiles: 36%… Continue Reading

Notice-and-Access Procedure Now Available to Send Proxy-Related Materials to Securityholders

Posted in Contested Situations, Continuous & Timely Disclosure, Securities
On February 11, 2013, new amendments to National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and to National Instrument 51-102 Continuous Disclosure Obligations came into force, providing reporting issuers with a new notice-and-access procedure to send proxy-related materials to registered holders and beneficial owners of securities. Under notice-and-access, a reporting… Continue Reading